<PAGE>




































             U. S. Securities and Exchange Commission
                     Washington, D. C.  20549

                          FORM 10-KSB

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the fiscal year ended June 30, 1998

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 

     For the transition period from _____________ to ____________

                   Commission File No. 0-21899


                        ICON SYSTEMS, INC.
                        ------------------     
          (Name of Small Business Issuer in its Charter)

         NEVADA                                        87-0565018
         ------                                        ----------         
(State or Other Jurisdiction of                (I.R.S. Employer I.D. No.)
 incorporation or organization)

                  4848 South Highland Drive, #353
                    Salt Lake City, Utah  84117
                    ---------------------------    
             (Address of Principal Executive Offices)

            Issuer's Telephone Number:  (801) 278-2805


                               N/A      
                               ---
  (Former Name or Former Address, if changed since last Report)

Securities Registered under Section 12(b) of the Exchange Act:   None
Name of Each Exchange on Which Registered:                       None
Securities Registered under Section 12(g) of the Exchange Act:   $0.001 par
value common stock 

     Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Company was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.  

     (1)   Yes  X    No            (2)   Yes  X    No 
               ---      ---                  ---      ---

     Check if there is no disclosure of delinquent files in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Company's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB.  [ ]

State Issuer's revenues for its most recent fiscal year:  June 30, 1998 - 
$0.

     State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date
within the past 60 days.  

     June 30, 1998 - $1,050,202.83.  There are approximately 2,317,689 shares
of common voting stock of the Company held by non-affiliates.  During the past
two years there has been no "established public market" for shares of common
voting stock of the Company; these shares have been valued at $0.453125, which
is the average "bid" price of the Company's common stock during the quarterly
period ended June 30, 1998.

           (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS 
                  DURING THE PAST FIVE YEARS)

                         Not Applicable.

             (APPLICABLE ONLY TO CORPORATE ISSUERS)

          State the number of shares outstanding of each of the Issuer's
classes of common equity, as of the latest practicable date:

                          August 26, 1998

                            16,582,689

          
               DOCUMENTS INCORPORATED BY REFERENCE

          A description of "Documents Incorporated by Reference" is contained
in Item 13 of this report.

Transitional Small Business Issuer Format   Yes  X   No ___

<PAGE>

                              PART I

Item 1.  Description of Business.
         ------------------------
 
Business Development.
---------------------

          For a discussion of the business development of Icon Systems, Inc.,
a Nevada corporation (the "Company"), from inception to the end of the
calendar year ended June 30, 1997, see its Registration Statement on Form
10-SB-A1, which was filed with the Securities and Exchange Commission (the
"Commission") on March 26, 1997, and its Annual Report on Form 10-KSB for the
calendar year ended June 30, 1997, which was filed with the Commission on
August 27, 1998, each of which is incorporated herein by this reference.  See
Item 13 of this Report.

Business.
---------

          The Company has never engaged in any substantive business
operations.  To the extent that it intends to continue to seek the
acquisition of assets, property or business that may benefit itself and
its stockholders, the Company is essentially a "blank check" company.  Because
the Company has virtually no assets, conducts no business and has no
employees, management anticipates that any such acquisition would require it
to issue shares of its common stock as the sole consideration for the
acquisition; such an issuance would almost certainly result in a change in
control of the Company.  This may also result in substantial dilution of the
shares of current stockholders.  The Company's Board of Directors shall make
the final determination whether to complete any such acquisition; the approval
of stockholders will not be sought unless required by applicable laws, rules
and regulations, the Company's Articles of Incorporation or Bylaws, or
contract. Even if stockholder approval is sought, QBC Holding Corporation, a
corporation doing business as "Wasatch Consulting Group" ("Wasatch"),
beneficially owns approximately 60% of the outstanding shares of common stock
of the Company, and could approve any acquisition, reorganization or merger it
deemed acceptable.  The Company makes no assurance that any future enterprise
will be profitable or successful.  See the caption "Security Ownership of
Certain Beneficial Owners and Management," Part I, Item 11 of this Report. 
 
          The Company is not currently engaging in any substantive business
activity and has no plans to engage in any such activity in the foreseeable
future.  In its present form, the Company may be deemed to be a vehicle to
acquire or merge with a business or company. The Company is actively seeking a
suitable merger or acquisition candidate and does not intend to restrict its
search to any particular business or industry.  The Company has had
preliminary discussions with representatives of corporations that are engaged
in a wide variety of businesses, although no preliminary agreement has been
reached with any entity as of the date of this Report.  The areas in which it
will seek out acquisitions, reorganizations or mergers may include, but will
not be limited to, the fields of high technology, manufacturing, natural
resources, service, research and development, communications, transportation,
insurance, brokerage, finance and all medically related fields, among others. 
The Company recognizes that because of its total lack of resources, the number
of suitable potential business ventures which may be available to it will be
extremely limited, and may be restricted to entities who desire to avoid what
these entities may deem to be the adverse factors related to an initial public
offering ("IPO").  The most prevalent of these factors include substantial
time requirements, legal and accounting costs, the inability to obtain an
underwriter who is willing to publicly offer and sell shares, the lack of or
the inability to obtain the required financial statements for such an
undertaking, limitations on the amount of dilution public investors will
suffer to the benefit of the stockholders of any such entities, along with
other conditions or requirements imposed by various federal and state
securities laws, rules and regulations.  Any of these types
of entities, regardless of their prospects, would require the Company to issue
a substantial number of shares of its common stock to complete any such
acquisition, reorganization or merger, usually amounting to between 80 and 95
percent of the outstanding shares of the Company following the completion of
any such transaction; accordingly, investments in any such private entity, if
available, would be much more favorable than any investment in the Company.  

          Although the Company had not communicated with any other entity with
respect to any potential merger or acquisition transaction at the time that it
filed its Registration Statement on Form 10-SB, management has determined to
file such Registration Statement, as amended, on a voluntary basis.  In order
to have stock quotations for its common stock on the National Association of
Securities Dealers' Automated Quotation System ("Nasdaq"), an issuer must have
such securities registered under the 1934 Act.  Upon the effective date of the
Company's Registration Statement on Form 10-SB, as amended, which took place
on or about February 17, 1997, the Company's common stock became registered
for purposes of the 1934 Act.  Management believes that this will make the
Company more desirable for entities that may be interested in engaging in a
merger or acquisition transaction.
 
          Management intends to consider a number of factors prior to making
any decision as to whether to participate in any specific business endeavor,
none of which may be determinative or provide any assurance of success.  These
may include, but will not be limited to an analysis of the quality of the
entity's management personnel; the anticipated acceptability of any new
products or marketing concepts; the merit of technological changes; its
present financial condition, projected growth potential and available
technical, financial and managerial resources; its working capital, history of
operations and future prospects; the nature of its present and expected
competition; the quality and experience of its management services and the
depth of its management; its potential for further research, development or
exploration; risk factors specifically related to its business operations; its
potential for growth, expansion and profit; the perceived public recognition
or acceptance of its products, services, trademarks and name identification;
and numerous other factors which are difficult, if not impossible, to properly
analyze without referring to any objective criteria.    

          Regardless, the results of operations of any specific entity may not
necessarily be indicative of what may occur in the future, by reason of
changing market strategies, plant or product expansion, changes in product
emphasis, future management personnel and changes in innumerable other
factors.  Further, in the case of a new business venture or one that is in a
research and development mode, the risks will be substantial, and there will
be no objective criteria to examine the effectiveness or the abilities of its
management or its business objectives.  Also, a firm market for its products
or services may yet need to be established, and with no past track record, the
profitability of any such entity will be unproven and cannot be predicted with
any certainty. 
 
          Management will attempt to meet personally with management and key
personnel of the entity sponsoring any business opportunity afforded to the
Company, visit and inspect material facilities, obtain independent analysis or
verification of information provided and gathered, check references of
management and key personnel and conduct other reasonably prudent measures
calculated to ensure a reasonably thorough review of any particular business
opportunity; however, since the Company has extremely limited current assets
and cash reserves, these activities may be limited, and if undertaken, the
cost and expense thereof will be advanced by management, and may further
dilute the interest of the stockholders of the Company. 
 
          The Company is unable to predict the time as to when and if it may
actually participate in any specific business endeavor.  The Company
anticipates that proposed business ventures will be made available to it
through personal contacts of directors, executive officers and principal
stockholders, professional advisors, broker dealers in securities, venture
capital personnel, members of the financial community and others who may
present unsolicited proposals.  In certain cases, the Company may agree to pay
a finder's fee or to otherwise compensate the persons who submit a potential
business endeavor in which the Company eventually participates.  Such persons
may include the Company's directors, executive officers, beneficial owners or
their affiliates.  In this event, such fees may become a factor in
negotiations regarding a potential acquisition and, accordingly, may present a
conflict of interest for such individuals.
 
          Although the Company has had preliminary discussions with numerous
potential acquisition targets, no preliminary agreement has been reached with
any such entity and the possibility exists that the Company may acquire or
merge with a business or company in which the Company's executive officers,
directors, beneficial owners or their affiliates may have an ownership
interest.  Current Company policy does not prohibit such transactions. Because
no such transaction is currently contemplated, it is impossible to estimate
the potential pecuniary benefits to these persons.  

          Although it currently has no plans to do so, depending on the nature
and extent of services rendered, the Company may compensate members of
management in the future for services that they may perform for the Company. 
Because the Company currently has extremely limited resources, and is unlikely
to have any significant resources until it has completed a merger or
acquisition, management expects that any such compensation would take the form
of an issuance of the Company's stock to these persons; this would have the
effect of further diluting the holdings of the Company's other stockholders. 
However, due to the minimal amount of time devoted to management by any person
other than its Secretary/Treasurer, Steven D. Moulton, there are no
preliminary agreements or understandings with respect to management
compensation (with the exception of Mr. Moulton's salary of $500 per month). 
See the caption "Executive Compensation" of this Report.
 
          Further, substantial fees are often paid in connection with the
completion of these types of acquisitions, reorganizations or mergers, ranging
from a small amount to as much as $250,000.  These fees are usually divided
among promoters or founders, after deduction of legal, accounting and other
related expenses, and it is not unusual for a portion of these fees to be paid
to members of management or to principal stockholders as consideration for
their agreement to retire a portion of the shares of common stock owned by
them.  It is not anticipated that any such opportunity will be afforded to
other stockholders.  Such fees may become a factor in negotiations regarding
any potential acquisition by the Company and, accordingly, may present a
conflict of interest for such individuals.
 
Principal Products or Services and their Markets.
-------------------------------------------------

                    The extremely limited business operations of the Company,
as now contemplated, involve those of a "blank check" company.  The only
activity to be conducted by the Company is to seek out and investigate the
acquisition of any viable business opportunity by purchase and exchange for
securities of the Company or pursuant to a reorganization or merger through
which securities of the Company will be issued or exchanged. 

Competition. 
------------

          There are literally thousands of "blank check" companies engaged in
endeavors similar to those engaged in by the Company; many of these companies
have substantial current assets and cash reserves.  Competitors also include
thousands of other publicly-held companies whose business operations have
proven unsuccessful, and whose only viable business opportunity is that of
providing a publicly-held vehicle through which a private entity may have
access to the public capital markets.  There is no reasonable way to predict
the competitive position of the Company or any other entity in these
endeavors; however, the Company, having virtually no assets or cash reserves,
will no doubt be at a competitive disadvantage in competing with entities
which have recently completed IPO's, have significant cash resources and have
operating histories when compared with the complete lack of any substantive
operations by the Company. 

Sources and Availability of Raw Materials.
------------------------------------------

          None; not applicable.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or
Labor Contracts.
----------------
 
          None; not applicable.

Governmental Approval of Principal Products or Services.
--------------------------------------------------------

          On the effectiveness of the Company's Registration Statement on Form
10-SB, which occurred on or about February 17, 1997, the Company became
subject to Regulation 14A regarding proxy solicitations promulgated by the
Securities and Exchange Commission under the 1934 Act.  Section 14(a)
of the 1934 Act requires all companies with securities registered pursuant to
Section 12(g) thereof to comply with the rules and regulations of the
Securities and Exchange Commission regarding proxy solicitations as outlined
in Regulation 14A.  Matters submitted to stockholders of the Company at a
special or annual meeting thereof or pursuant to a written consent shall
require the Company to provide its stockholders with the information outlined
in Schedules 14A or 14C of Regulation 14; preliminary copies of this
information must be submitted to the Securities and Exchange Commission at
least 10 days prior to the date that definitive copies of this information are
forwarded to stockholders. 
 
          Management intends to conduct a full evaluation of the worthiness of
any business proposal presented to it; nonetheless, it believes this process
may provide additional time within which to evaluate any business proposal
presented to it, and may eliminate proposals from entities not willing to
undergo the public and agency scrutiny involved in providing and filing 
information required under Regulation 14.  Management recognizes that this
filing process may deter other potential business venturers by reason of their
inability to predict the timeliness of their potential acquisition,
reorganization or merger due to the uncertainty related to the time involved
in reviewing Regulation 14A filings by the Securities and Exchange Commission; 
however, acquisitions or reorganizations not requiring stockholder approval
may be completed by management, in its sole discretion, with the submission by
management of an Information Statement pursuant to Regulation 14C outlining
any remedial proposals attendant to any such acquisition or reorganization, 
including changing the name of the Company or increasing or decreasing the
number of authorized or outstanding shares of the Company's common stock. 
 
          Costs associated with filings required by the Company under Section
12(g) of the 1934 Act and Regulation 14A of the Securities and Exchange
Commission will have to be advanced by management, the Company's principal
stockholders or any potential business venturer, and may further dilute the
interest of the public stockholders.  In the case of a merger requiring prior 
stockholder approval and the submission of financial statements of the Company
and other party or parties to the merger, legal and accounting costs will be
significantly higher, even though the adoption, ratification and the approval
of any such merger will be virtually assured if recommended by Wasatch, the 
principal stockholder of the Company. 

Effects of Existing or Probable Governmental Regulations.
---------------------------------------------------------

          Since the Company was initially incorporated, federal and state
securities laws, rules and regulations have made the participation in or the
conducting of an IPO substantially easier for certain small and developmental
stage companies, reducing the time constraints previously involved, the legal
and accounting costs and the financial periods required to be included in the
financial statements.  Rule 504 of Regulation D of the Securities and Exchange
Commission no longer requires the filing of a Registration Statement with any
state or territory as a condition to its use; however, this Rule is no longer
available to "blank check" companies.  Accordingly, because the Company is 
presently deemed to be a "blank check" company, this method of raising funds
is foreclosed to it.  Rule 504 is also not available to "reporting issuers,"
which the Company became on the effectiveness of its Registration Statement on
Form 10-SB, as amended. 
 
          The integrated disclosure system for small business issuers adopted
by the Securities and Exchange Commission in Release No. 34-30968 and
effective as of August 13, 1992, substantially modified the information and
financial requirements of a "Small Business Issuer," defined to be an issuer
that has revenues of less than $25 million; is a U.S. or Canadian issuer; 
is not an investment company; and if a majority owned subsidiary, the parent
is also a small business issuer; provided, however, an entity is not a small
business issuer if it has a public float (the aggregate market value of the
issuer's outstanding securities held by non-affiliates) of $25 million or
more.  

          A number of state securities commissions have adopted the use of
Form U-7 for SCOR, which also substantially simplifies the registration
process for IPO's; Form U-7 is primarily used in connection with offerings
conducted pursuant to Rule 504 of the Securities and Exchange Commission, but
is not limited to this use.  To the extent that Rule 504 and the use of SCOR
are unavailable to the Company due to its status as a "blank check" 
company, the use of Form U-7 will also be unavailable in this regard. 
 
          The Securities and Exchange Commission, state securities commissions
and the North American Securities Administrators Association, Inc., ("NASAA")
have expressed an interest in adopting policies that will streamline the 
registration process and make it easier for a small business issuer to have
access to the public capital markets.  The present laws, rules and regulations
designed to promote availability for the small business issuer to these
capital markets and similar laws, rules and regulations that may be adopted in
the future will substantially limit the demand for "blank check" companies 
like the Company, and may make the use of these companies obsolete. 

Cost and Effect of Compliance with Environmental Laws.
------------------------------------------------------

          None; not applicable.  However, environmental laws, rules and
regulations may have an adverse effect on any business venture viewed by the
Company as an attractive acquisition, reorganization or merger candidate, and
these factors may further limit the number of potential candidates available
to the Company for acquisition, reorganization or merger. 

Research and Development Expenses.
----------------------------------

         None; not applicable.

Number of Employees.
--------------------

          None.

Item 2.  Description of Property.
         ------------------------

          Other than cash in the amount of approximately $4,211, the Company
has no appreciable assets, property or business; its principal executive
office address and telephone number are the business office address and
telephone number of its Secretary/Treasurer, Steven D. Moulton, and are
provided at no cost.  Because the Company has no business, its activities have
been limited to keeping itself in good standing in the State of Utah and,
recently, in the State of Nevada; with preparing the Company's
Registration Statements on Form 10-SB and 10-SB-A1, the accompanying financial
statements and the Company's periodic reports under the 1934 Act, including
this Report; and with preliminary discussions with potential merger or
acquisition candidates.  These activities have consumed an insignificant
amount of management's time; therefore, the costs to Mr. Moulton of providing
the use of his office and telephone have been minimal.  Accordingly, there is
no written lease between the Company and Mr. Moulton and there are no
preliminary agreements or understandings with respect to the use of the office
facility, either now or in the future.

Item 3.  Legal Proceedings.
         ------------------

          The Company is not a party to any pending legal proceeding.  No
federal, state or local governmental agency is presently contemplating any
proceeding against the Company.  No director, executive officer or affiliate
of the Company or owner of record or beneficially of more than five percent of
the Company's common stock is a party adverse to the Company or has a 
material interest adverse to the Company in any proceeding. 

Item 4.  Submission of Matters to a Vote of Security Holders.
         ----------------------------------------------------

        No matter was submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the fourth quarter of the fiscal
year covered by this Report.

                                  PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.
         ---------------------------------------------------------

Market Information
------------------

          Until the quarter ended December 31, 1997, there had been no "public
market" for the shares of common stock of the Company.  The Company's common
stock commenced to trade on the OTC Bulletin Board of the National Association
of Securities Dealers, Inc. ("NASD") in the fourth quarter of 1997; however,
there is no "established trading market" in these shares of common stock. 

          The range of high and low closing bid quotations for the Company's
common stock during the quarter ended December 31, 1997, and the quarterly
periods ended March 31, 1998, and June 30, 1998, is shown below. 
Prices are inter-dealer quotations as reported by the NASD  and do not
necessarily reflect transactions, retail markups, mark downs or commissions.

<TABLE>
<CAPTION>
                             STOCK QUOTATIONS*

                                                  BID

Quarter ended:                          High                Low
--------------                          ----                ---

<S>                                     <C>                 <C>

December 31, 1997                       1                   0.03125
(commencing October 27, 1998)

March 31, 1998                          0.875               0.25

June 30, 1998                           0.50                0.40625

</TABLE>

          *    The future sale of presently outstanding "unregistered" and     
               "restricted" common stock of the Company by present members of  
               management and persons who own more than five percent of the    
               outstanding voting securities of the Company may have an        
               adverse effect on any market that may develop in the shares of  
               common stock of the Company.

Holders. 
-------- 
 
          The number of record holders of the Company's securities as of the
date of this Report is approximately 173. 
 
Dividends. 
---------- 
 
          The Company has not declared any cash dividends with respect to its
common stock or its preferred stock, and does not intend to declare dividends
in the foreseeable future.  The future dividend policy of the Company cannot
be ascertained with any certainty, and if and until the Company completes any
acquisition, reorganization or merger, no such policy will be formulated. 
There are no material restrictions limiting, or that are likely to limit, the
Company's ability to pay dividends on its securities.

Recent Sales of Unregistered Securities.
----------------------------------------

          None; not applicable.  For a discussion of sales of the Company's
"unregistered" securities in the fiscal years ended June 30, 1996, and June
30, 1997, see the Company's Annual Report on Form 10-KSB for the fiscal year
ended June 30, 1997, which is incorporated herein by reference.  See the
Exhibit Index, Part III, Item 13 of this Report.

Item 6.  Management's Discussion and Analysis or Plan of Operation.
         ----------------------------------------------------------

Plan of Operation.
------------------
          
          The Company has not engaged in any material operations or had any
revenues from operations during the last two fiscal years.  The Company's plan
of operation for the next 12 months is to continue to seek the acquisition of
assets, property or business that may benefit the Company and its
stockholders.  Because the Company has virtually no resources, management
anticipates that to achieve any such acquisition, the Company will be required
to issue shares of its common stock as the sole consideration for such
acquisition. 

          Upon the effectiveness of its Registration Statement on Form 10-SB,
as amended, on or about February 17, 1997, the Company became subject to the
periodic reporting obligations of Section 13 of the 1934 Act.  This Section
requires the Company to file (i) an annual report on Form 10-KSB with the
Securities and Exchange Commission within 90 days of the close of each fiscal
year (Reg. Sections 240.13a-1 and 249.310b); (ii) a quarterly report on Form
10-QSB within 45 days of the end of each of the first three quarters of its
fiscal year (Reg. Sections 240.13a-13 and 249.308b); and (iii) a current
report on Form 8-K within 15 days of the occurrence of certain material events
(e.g., changes in accountants, acquisitions or dispositions of a substantial
amount of assets not in the ordinary course of business) (Reg. Sections
240.13a-11 and 249.308).  In addition, annual reports on Form 10-KSB must be
accompanied by audited financial statements as of the end of the issuer's most
recent fiscal year.  These reporting requirements may deter potential
reorganization candidates that are not willing to undergo the public and
agency scrutiny resulting therefrom.  
 
          During the next 12 months, the Company's only foreseeable cash
requirements will relate to maintaining the Company in good standing and
making the requisite filings with the Securities and Exchange Commission and
the payment of expenses associated with reviewing or investigating any
potential business venture, which may be advanced by management or principal 
stockholders as loans to the Company.  Because the Company has not identified
any such venture as of the date of this Report, it is impossible to predict
the amount of any such loan.  However, any such loan will not exceed $25,000
and will be on terms no less favorable to the Company than would be available
from a commercial lender in an arm's length  transaction.  Management does not
intend to raise any required funds through any private placement of
"unregistered" and "restricted" securities or any public offering of its
common stock.  Nor does the Company intend to undertake any offering of its
securities under Regulation S of the Securities and Exchange Commission.  As
of the date of this Report, the Company has not entered into any preliminary
agreement for any acquisition or merger transaction and there are no plans,
proposals, arrangements or understandings with respect to the sale or issuance
of additional securities by the Company prior to the identification of any
acquisition or merger candidate.  

          Because the Company is not currently making any offering of its
securities, and does not anticipate making any such offering in the
foreseeable future, management does not believe that Rule 419 promulgated by
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, concerning offerings by blank check companies, will have any effect
on the Company or any activities in which it may engage in the foreseeable
future. 

Results of Operations.
----------------------

          Revenues for the fiscal years ended June 30, 1998, and 1997, were $0
and $0, respectively.

          The Company had a net loss of $14,425 (a loss of $0.00 per share)
during the fiscal year ended June 30, 1998, and a net loss of $41,819 (a loss
of $0.00 per share) for the fiscal year ended June 30, 1997.

Liquidity.
----------

          During the fiscal year ended June 30, 1998, the Company incurred
expenses of $15,065, while receiving $0 in revenues and $640 in interest
income; the Company incurred total expenses of $41,119 in the fiscal year
ended June 30, 1997, and received $0 in revenues during that period.

Item 7.  Financial Statements.
         ---------------------
                              
          Financial Statements for the years ended
          June 30, 1998, and 1997                    

          Independent Auditors' Report                               

          Balance Sheet - June 30, 1998                

          Statements of Operations for the Years Ended        
          June 30,1998, and 1997, and from Inception
          on August 26, 1987, through June 30, 1998

          Statements of Stockholders' Equity August 26,
          1987, through June 30, 1998

          Statements of Cash Flows for the Years Ended        
          June 30, 1998, and 1997, and from Inception
          on August 26, 1987, through June 30, 1998

          Notes to Financial Statements                       

Item 8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
---------------------

          None; not applicable.

                                 PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
--------------------------------------------------

Identification of Directors and Executive Officers
--------------------------------------------------

          The following table sets forth the names of all current directors
and executive officers of the Company.  These persons will serve until the
next annual meeting of the stockholders (held in May of each year) or until
their successors are elected or appointed and qualified, or their prior
resignation or termination. 
 
<TABLE> 
<CAPTION>                                                                    
                                       Date of       Date of 
                  Positions          Election or   Termination 
Name                Held             Designation   or Resignation 
----                ----             -----------   -------------- 
<S>                  <C>               <C>           <C> 
 
Michelle Wheeler     President          9/96          * 
                     Director           9/96          * 
 
Jeff Taylor          Vice President     9/96          * 
                     Director           9/96          * 
 
Steven D. Moulton    Secretary/        10/95          * 
                     Treasurer         10/95          * 
                     Director          10/95          * 
 
</TABLE> 
 
          *    These persons presently serve in the capacities 
               indicated. 
 
Business Experience. 
-------------------- 
 
          Michelle Wheeler, Director and President.  Ms. Wheeler, age 32, is a
1991 graduate of the University of Utah, where she received a B.S. degree in
Communications.  From July, 1991 through January, 1994, she was a reservation
agent for Delta Airlines in Salt Lake City, Utah.  Since then, she has been a
homemaker and has also served as Secretary/Treasurer and a director of Sierra
Holdings Group, Inc. ("Sierra"), a Nevada corporation, since November, 1997,
and February 1996, respectively.  The securities of Sierra are registered with
the Commission pursuant to Section 12(g) of the 1934 Act, and, like the
Company, Sierra may be deemed to be a "blank check" company.  Ms. Wheeler has
NASD series 6 and 63 licenses. 
 
          Jeff Taylor, Director and Vice President.  Mr. Taylor is 33 years of
age.  He graduated from Hiram Johnson High School in Sacramento, California,
in 1983.  From 1988 to 1991, he was employed as an auto painter at Fabrication
Specialties in Sacramento.  In 1991, Mr. Taylor moved his family to Utah.  Mr.
Taylor has an A.S. degree from Utah Valley State College and is currently
enrolled in the College of Nursing at the University of Utah.  He plans to
pursue a masters degree in Nurse Anesthesia.  Mr. Taylor has also served as
Vice President and director of Sierra since February 1996.
 
          Steven D. Moulton, Director and Secretary/Treasurer.  Mr. Moulton is 
36 years of age.  He graduated from Olympus High School in Salt Lake City,
Utah in 1980.  From 1984 to 1990, he served as a director and executive
officer of several publicly-held development stage companies including Safron,
Inc. (director and Vice President); Sagitta Ventures (director and President);
Jasmine Investments (director and President); Java, Inc. (Secretary/Treasurer
and director); and Onyx Holdings Corporation (director and President).  From
1991 to 1994, Mr. Moulton was a director and President of Omni International
Corporation, which is currently known as "Beachport Entertainment
Corporation."  Since 1995, he has served as director and executive officer of
the Company (director and Secretary/Treasurer) and Wasatch International
Corporation (director and President).  Mr. Moulton resigned from his positions
with Wasatch International Corporation in July, 1996.  In addition, Mr.
Moulton has served as President and director of Sierra since November 1997 and
February 1996, respectively.  With the exception of Sierra, Sagitta Ventures,
Omni International Corporation and Wasatch International Corporation, none of
these companies was subject to the reporting requirements of the Securities
and Exchange Commission.  Mr. Moulton owned and operated a Chem-Dry carpet
cleaning franchise from 1991 to 1995.  In addition, Mr. Moulton was the
President and a director of the Company from its inception until his
resignation on July 31, 1991. 
 
Significant Employees. 
---------------------- 
 
          The Company has no employees who are not executive officers, but who
are expected to make a significant contribution to the Company's business. It
is expected that current members of management and the Board of Directors will
be the only persons whose activities will be material to the Company's
operations.  Members of management are the only persons who may be deemed to
be promoters of the Company.
 
Family Relationships. 
--------------------- 
 
          There are no family relationships between any directors or executive 
officers of the Company, either by blood or by marriage. 
 
Involvement in Certain Legal Proceedings. 
----------------------------------------- 
 
          During the past five years, no present or former director, executive
officer or person nominated to become a director or an executive officer of
the Company:  

          (1) was a general partner or executive officer of any business
against which any bankruptcy petition was filed, either at the time of the
bankruptcy or two years prior to that time; 
 
          (2) was convicted in a criminal proceeding or named subject to a
pending criminal proceeding (excluding traffic violations and other minor
offenses); 
 
          (3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or banking
activities; or  

          (4) was found by a court of competent jurisdiction (in a civil
action), the Securities and Exchange Commission or the Commodity Futures
Trading Commission to have violated a federal or state securities or
commodities law, and the judgment has not been reversed, suspended or vacated. 

Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------

          On or about February 21, 1997, each of the Company's current
directors and executive officers filed with the Securities and Exchange
Commission an Initial Statement of Beneficial Ownership of Securities on Form
3.

          On or about August 5, 1997, Access Properties Group, LLC ("Access"),
a Utah limited liability company that may be deemed to be an affiliate of the
Company's Secretary/Treasurer, Steven D. Moulton, acquired 750,000
"unregistered" and "restricted" shares of the Company's common stock in a
private transaction from Diane Reed.  Mr. Moulton and his wife collectively
own a 60% interest in Access and both are managing directors of that entity. 
A Form 4 Statement of Changes in Beneficial Ownership of Securities, which
discloses this acquisition, was filed with the Securities and Exchange
Commission concurrently with the Company's Annual Report on Form 10-KSB for
the fiscal year ended June 30, 1998.

          Management is unaware of any additional obligation on the part of
any person to file any report under Section 16(a) of the Exchange Act.

Item 10. Executive Compensation.
         -----------------------

Cash Compensation
-----------------

          The following table sets forth the aggregate compensation paid by
the Company for services rendered during the periods indicated:

<TABLE> 
<CAPTION> 
                                SUMMARY COMPENSATION TABLE 
 
                                                                  
                                                        Long Term Compensation 
                                                       
                              Annual Compensation       Awards      Payouts 
-------------------------------------------------------------------------------------------------
(a)               (b)       (c)        (d)     (e)      (f)        (g)    (h)       (i) 
Name and        Year or                        Other                                All
Principal       Period       $          $      Annual Restricted  Option  LTIP      Other
Position        Ended       Salary     Bonus   Compen Stock       SAR's   Payouts   Compensation
                                               sation Awards($)    (#)     ($)      ($) 
------------------------------------------------------------------------------------------------- 
<S>             <C>         <C>      <C>      <C>       <C>         <C>    <C>      <C> 
   
Michelle Wheeler 6/30/96     0        0        0         0           0      0       0 
President        6/30/97     0        0        0         (1)         0      0       0 
Director         6/30/98     0        0        0         0           0      0       0 

Jeff Taylor      6/30/96     0        0        0         0           0      0       0 
Vice President,  6/30/97     0        0        0         (1)         0      0       0 
Director         6/30/98     0        0        0         0           0      0       0 
 
Steven D.  
Moulton          6/30/96     0        0        0         (3)         0      0       0 
Sec./Treasurer,  6/30/97    $5,500(4) 0        0         (1),(2)     0      0       0 
Director         6/30/98    $6,000(4) 0        0         0           0      0       0 
 
Kevin Boyer,     6/30/96     0        0        0         (3)         0      0       0 
Former President 6/30/97     0        0        0         0           0      0       0 
Former Director  6/30/98     0        0        0         0           0      0       0 
 
Diane Reed       6/30/96     0        0        0         0           0      0       0 
Former Vice Pres.6/30/97     0        0        0         (1)         0      0       0 
Former Director  6/30/98     0        0        0         0           0      0       0 
 
</TABLE> 
      
     (1)    In October, 1996, 500,000 post-reverse split (pre-forward split)  
            "unregistered" and "restricted" shares of the Company's common    
            stock were issued to each of these persons in consideration of  
            services rendered.  See the caption "Business Development," 
            Part I, Item 1 of the Company's Annual Report on Form 10-KSB for 
            the fiscal year ended June 30, 1998, which is incorporated herein
            by reference.  See the Exhibit Index, Part III, Item 13 of this    
            Report.
 
     (2)    In September, 1996, the Company issued 3,000,000 post-reverse      
            split (pre-forward split) "unregistered" and "restricted" shares   
            of common stock to Wasatch, a corporation of which Mr.   
            Moulton is the President, a director and a 9% stockholder, in      
            consideration of services rendered and the payment of $10,000.     
            See the caption "Business Development," Part I, Item 1 of the      
            Company's Annual Report on Form 10-KSB for the fiscal year ended   
            June 30, 1998, which is incorporated herein by reference.  See the 
            Exhibit Index, Part III, Item 13 of this Report.
 
     (3)    In October, 1995, 5,000,000 pre-split shares of "unregistered"     
            and "restricted" common stock were issued to Wasatch and   
            Blackstone in consideration of services rendered. 
            At the same time, 2,000,000 pre-split "unregistered" and           
            "restricted" shares were issued to Mr. Boyer, also in              
            consideration of services rendered. See the caption "Recent        
            Sales of Unregistered Securities," Part II, Item 5 of the          
            Company's Annual Report on Form 10-KSB for the fiscal year ended   
            June 30, 1998, which is incorporated herein by reference. See the  
            Exhibit Index, Part III, Item 13 of this Report.
 
     (4)    Commencing in October, 1996, the Company has paid Mr. Moulton a   
            salary of $500 per month for management services rendered to the  
            Company.  As of the date of this Report, these services include   
            keeping the Company in good standing in the State of Nevada and   
            assisting with the preparation of the Company's Registration 
            Statement on Form 10-SB, as amended, and the Company's periodic   
            reports under the 1934 Act, including this Report.  There is no   
            written agreement between the Company and Mr. Moulton
            in this regard.

          With the exception of the sum of $500 per month payable to Mr.
Moulton commencing in October, 1996, no cash compensation, deferred
compensation or long-term incentive plan awards were issued or granted to the 
Company's management during the fiscal years ended June 30, 1998, or 1997. 
Further, no member of the Company's management has been granted any option or
stock appreciation right; accordingly, no tables relating to such items have
been included within this Item. 

           There are no plans whereby the Company would issue any of its
securities to management, promoters, their affiliates or associates in
consideration of services rendered or otherwise.
 
Compensation of Directors. 
-------------------------- 
 
          There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as director.  No
additional amounts are payable to the Company's directors for committee
participation or special assignments. 
 
          There are no arrangements pursuant to which any of the Company's
directors was compensated during the Company's last completed fiscal year for
any service provided as director.  

Employment Contracts and Termination of Employment and Change-in-Control
Arrangements. 
------------- 
 
          There are no employment contracts, compensatory plans or
arrangements, including payments to be received from the Company, with respect
to any director or executive officer of the Company which would in any way
result in payments to any such person because of his or her resignation,
retirement or other termination of employment with the Company or its
subsidiaries, any change in control of the Company, or a change in the
person's responsibilities following a change in control of the Company. 
 
           Nor are there any agreements or understandings for any director or
executive officer to resign at the request of another person; none of the
Company's directors or executive officers is acting on behalf of or will act
at the direction of any other person.
   
Bonuses and Deferred Compensation.
----------------------------------

          None.

Compensation Pursuant to Plans
------------------------------

          None.

Pension Table
-------------

          None; not applicable.

Other Compensation  
------------------

          None.

Termination of Employment and Change of Control Arrangements  
------------------------------------------------------------

          None.
          

Item 11. Security Ownership of Certain Beneficial Owners and Management.
         ---------------------------------------------------------------

Security Ownership of Certain Beneficial Owners. 
------------------------------------------------ 
 
          The following table sets forth the share holdings of those persons
who own more than five percent of the Company's common stock as of August 24,
1998.  Each of these persons has sole investment and sole voting power over
the shares indicated.
 
<TABLE> 
<CAPTION>   
                                Number                 Percentage  
Name and Address      of Shares Beneficially Owned      of Class 
----------------      ----------------------------      -------- 
<S>                           <C>                        <C>    
 
Steven D. Moulton             2,250,000 (1)               13.6 % 
4848 S. Highland Dr., #353 
Salt Lake City, Utah  84117 
 
Jeff Taylor                   1,500,000                    9.0% 
1879 Siggard Drive 
Salt Lake City, Utah  84106 
 
Wasatch Consulting Group      9,015,000                   54.4% 
4848 S. Highland Dr., #353 
Salt Lake City, Utah  84117 
 
Michelle Wheeler              1,500,000                    9.0% 
4817 S. Fortuna Way 
Salt Lake City, Utah  84127 
                                ---------                   -----     
          TOTALS             14,265,000                   86.0% 
 </TABLE> 
 
     (1) This figure takes into account the 750,000 post-split shares held by
Access Properties Group, LLC, of which Mr. Moulton and his wife collectively
own a 60% interest and of which Mr. and Mrs. Moulton are both managing
directors.  In addition, due to his status as a director and the President of
Wasatch, Mr. Moulton may also be deemed to control Wasatch, which owns 54.4%
of the Company's issued and outstanding common stock. 
 
Security Ownership of Management. 
--------------------------------- 
 
     The following table sets forth the share holdings of the Company's
directors and executive officers as of August 24, 1998.  Each of these
persons has sole investment and sole voting power over the shares indicated. 
 
<TABLE> 
<CAPTION> 
                                   Number              Percentage  
Name and Address        of Shares Beneficially Owned    of Class 
----------------        ----------------------------   ---------- 
<S>                           <C>                        <C> 
 
Steven D. Moulton              2,250,000 (1)              13.6% 
4848 S. Highland Dr., #353 
Salt Lake City, Utah  84117 
 
Jeff Taylor                    1,500,000                   9.0% 
1879 Sugared Drive 
Salt Lake City, Utah  84106 
 
Michelle Wheeler               1,500,000                   9.0% 
4817 S. Fortuna Way 
Salt Lake City, Utah  84127 
                                  -----                    -----     
All directors and executive    
officers as a group (3)       5,250,000                   31.6% 
                      
 
</TABLE> 
 
     (1) This figure takes into account the 750,000 post-split shares held by
Access Properties Group, LLC, of which Mr. Moulton and his wife collectively
own a 60% interest and of which Mr. and Mrs. Moulton are both managing
directors.  In addition, due to his status as a director and the President of
Wasatch, Mr. Moulton may also be deemed to control Wasatch, which owns 54.4%
of the Company's issued and outstanding common stock.
 
Changes in Control. 
------------------- 
 
          There are no present arrangements or pledges of the Company's
securities which may result in a change in control of the Company. 

Item 12. Certain Relationships and Related Transactions.
         -----------------------------------------------

Transactions with Management and Others. 
---------------------------------------- 
 
           There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be
a party, in which the amount involved exceeded $60,000 and in which any
director or executive officer, or any security holder who is known to the
Company to own of record or beneficially more than five percent of the
Company's common stock, or any member of the immediate family of any of the
foregoing persons, had a material interest.  However, each of the current
directors and executive officers and certain of the Company's former directors
and executive officers has received "unregistered" and "restricted" shares of
the Company's common stock in consideration of services rendered and Wasatch,
an entity that may be deemed to be an affiliate of Steven D. Moulton, has
received an aggregate of 9,015,000 "unregistered" and "restricted" post-split
shares in consideration of services rendered and the sum of $10,000. See the
caption "Executive Compensation" of this Report.  

Certain Business Relationships. 
------------------------------- 
 
          There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be
a party, in which the amount involved exceeded $60,000 and in which any
director or executive officer, or any security holder who is known to the
Company to own of record or beneficially more than five percent of the
Company's common stock, or any member of the immediate family of any of the
foregoing persons, had a material interest.  However, see the caption
"Transactions with Management and Others" of this Report. 
 
Indebtedness of Management. 
--------------------------- 
 
          There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be
a party, in which the amount involved exceeded $60,000 and in which any
director or executive officer, or any security holder who is known to the
Company to own of record or beneficially more than five percent of the
Company's common stock, or any member of the immediate family of any of the
foregoing persons, had a material interest.  However, see the caption
"Transactions with Management and Others" of this Report. 
 
Parents of the Issuer. 
---------------------- 
 
          The Company has no parents, except to the extent that Wasatch, the
principal stockholder, may be deemed to be a parent of the Company.
 
Transactions with Promoters. 
---------------------------- 
 
          There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be
a party, in which the amount involved exceeded $60,000 and in which any
promoter or founder, or any member of the immediate family of any of the
foregoing persons, had a material interest.  However, see the caption
"Transactions with Management and Others" of this Report. 

Item 13. Exhibits and Reports on Form 8-K.
         ---------------------------------

Reports on Form 8-K

          None during the past two years.

Exhibits*

          (i)
                                          Where Incorporated       
                                            in this Report         
                                            --------------  

Registration Statement on Form 10-SB,        Part I
filed December 19, 1996**
      
Registration Statement on Form 10-SB-A1,     Part I               
filed March 26, 1997**

Annual Report on Form 10-KSB for the         Part I
fiscal year ended June 30, 1997, 
filed August 27, 1997

          (ii)                          
                                                   
Exhibit                                                
Number               Description                                               

------               -----------

 27       Financial Data Schedule


          *    Summaries of all exhibits contained within this
               Report are modified in their entirety by reference
               to these Exhibits.

          **   These documents and related exhibits have been 
               previously filed with the Securities and Exchange 
               Commission and are incorporated herein by reference. 


                                SIGNATURES

          Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company has duly caused this Report
to be signed on its behalf by the undersigned, thereunto duly authorized.

                                       ICON SYSTEMS, INC.



Date: 8-28-98                        By /s/ Michelle Wheeler  
      --------------                    -------------------------------------- 
                                        Michelle Wheeler, Director and 
                                        President

          Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, this Report has been signed below by the following persons on
behalf of the Company and in the capacities and on the dates indicated:

                                       ICON SYSTEMS, INC.



Date: 8-28-98                        By /s/ Michelle Wheeler 
     -------------                      ------------------------------------
                                        Michelle Wheeler, Director and
                                        President



Date: 8-28-98                        By /s/ Jeff Taylor   
      -------------                     ------------------------------------ 
                                        Jeff Taylor, Director and Vice      
                                          President


Date: 8-28-98                        By /s/ Steven D. Moulton
      --------------                    ------------------------------------- 
                                        Steven D. Moulton, Director and       
                                        Secretary/Treasurer


<PAGE>

                           ICON SYSTEMS, INC.
                      (A Development Stage Company)
                                    
                          FINANCIAL STATEMENTS
                                    
                         June 30, 1998 and 1997
<PAGE>
                      INDEPENDENT AUDITORS' REPORT
      
      
      
      The Board of Directors
      Icon Systems, Inc.
      Salt Lake City, Utah
      
      
      We have audited the accompanying balance sheet of Icon Systems, Inc. (a
development stage company) as of June 30, 1998, and the related statements of
operations, stockholders' equity and cash flows for the years ended June 30,
1998 and 1997 and from inception on August 26, 1987 through June 30, 1998. 
These financial statements are the responsibility of the Company's management. 
Our responsibility is to express an opinion on these financial statements
based on our audits.
      
      We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.
      
      In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Icon Systems, Inc.
(a development stage company) as of June 30, 1998, and the results of its
operations and its cash flows for the years ended June 30, 1998 and 1997 and
for the period from inception on August 26, 1987 through June 30, 1998, in
conformity with generally accepted accounting principles.
      
      The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern.  As discussed in Note 3 to the
financial statements, the Company is a development stage company with no
significant operating results to date, which raises substantial doubt about
its ability to continue as a going concern.  Management's plans with regard to
these matters are also described in the Note 3.  The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.

     /s/ Jones, Jensen & Company      

      Jones, Jensen & Company
      Salt Lake City, Utah
      July 17, 1998

<PAGE>
<TABLE>
                           ICON SYSTEMS, INC.
                      (A Development Stage Company)
                              Balance Sheet
<CAPTION>                                                        
                                 ASSETS

                                                     June 30,    
                                                      1998       
<S>                                             <C>
CURRENT ASSETS

 Cash                                                $    4,211

  Total Current Assets                                    4,211

  TOTAL ASSETS                                       $    4,211


                  LIABILITIES AND STOCKHOLDERS  EQUITY

CURRENT LIABILITIES

 Notes payable (related party) Note 2                $    5,000

  Total Current Liabilities                               5,000

STOCKHOLDERS  EQUITY

 Preferred stock: 10,000,000 preferred 
  shares at $0.001 par value authorized; 
  -0- outstanding                                           -     
 Common stock authorized:  
  100,000,000 common shares at
  $0.001 par value; 16,582,689 shares 
  issued and outstanding                                 16,582
 Capital in excess of par value                         383,338
 Deficit accumulated during the development stage      (400,709)

  Total Stockholders  Equity                               (789)

  TOTAL LIABILITIES AND STOCKHOLDERS  EQUITY         $    4,211
</TABLE>
<TABLE>
                           ICON SYSTEMS, INC.
                      (A Development Stage Company)
                        Statements of Operations
<CAPTION>
                                                      From       
                                                     Inception on  
                                                     August 26,   
                              For the Years Ended    1987 Through
                                    June 30,           June 30,    
                             1998           1997        1998       
<S>                          <C>         <C>         <C>
REVENUES                      $   -        $   -       $   -     

EXPENSES

 General and administrative     15,065       41,119      56,184  

  Total Expenses                15,065       41,119      56,184

OTHER INCOME (EXPENSES)

 Interest income                   640          -           640
 Interest expense                  -           (700)       (700)

  Total Other Income (Expenses)    640         (700)        (60)

Income (Loss) From Continuing
 Operations                    (14,425)     (41,819)    (56,244)

Income (Loss) From Discontinued
 Operations                        -            -      (344,465)

NET LOSS                    $  (14,425)  $  (41,819) $ (400,709)

LOSS PER SHARE              $    (0.00)  $    (0.00)

WEIGHTED AVERAGE NUMBER
 OF SHARES                   16,582,689    11,573,100   
</TABLE>
<TABLE>  
                             ICON SYSTEMS, INC.
                         (A Development Stage Company)
                      Statements of Stockholders' Equity 
<CAPTION>
                                                             Deficit      
                                                           Accumulated  
                                              Capital in   During the   
                               Common Stock    Excess of   Development 
                              Shares   Amount  Par Value      Stage      
<S>                            <C>       <C>    <C>        <C>
Balance at inception on 
 August 26, 1987                       -  $  -   $    -     $   -     

Issuance of 36 shares of common
 stock to an officer for cash at 
 $27.78 per share                     36     -      1,000       -     

Net loss from inception on
 August 26, 1987 through
 June 30, 1988                         -     -        -        (914)

Balance, June 30, 1988                36     -      1,000      (914)

Net loss for the year ended
 June 30, 1989                         -     -        -      (2,299)

Balance, June 30, 1989                36     -      1,000    (3,213)

Issuance of 195 shares of 
 common stock for cash at 
 $16.15 per share                    195     -      3,150       -     

Issuance of 375 shares of
 common stock to shareholder
 for office equipment and stock
 of Alco Investment Corporation
 and cash of $750 at $20.91
 per share                           375     -      7,840       -     

Net loss for the year ended
 June 30, 1990                         -     -        -      (3,245)

Balance, June 30, 1990               606  $  -   $ 11,990   $(6,458)           
        
Contribution of non-marketable
 securities by officer                 -     -        750       -     

Contribution and cancellation of
 shares by officer                  (318)    -        -         -     

Issuance of 18 shares for cash
 at $111.11 per share                 18     -      2,000       -     

Issuance of 741 shares of
 common stock to shareholder 
 and 1,500 shares of common
 stock to QBC Holding Corp.
 for $600 at $0.27 per share       2,241     2        598       -     

Expenses paid on behalf of
 the Company by shareholder          -       -      1,636       -     

Net loss for the year ended
 June 30, 1991                       -       -        -     (10,518)

Balance, June 30, 1991           2,547       2     16,974   (16,976)

Shares contributed to the
 Company and canceled by
 the shareholders               (2,364)     (2)         2       -     

Purchase of subsidiary for the 
 issuance of 37,707 shares of
 common stock at approximately 
 $8.37 per share                37,707      38    315,451       -     

Net loss for the year ended
 June 30, 1992                     -         -        -    (276,103)

Balance, June 30, 1992          37,890  $   38  $ 332,427 $(293,079)

Net loss for the year ended
 June 30, 1993                     -         -        -     (39,386)

Balance, June 30, 1993          37,890      38    332,427  (332,465)

Net loss for the year ended
 June 30, 1994                     -         -        -         -     

Balance, June 30, 1994          37,890      38    332,427  (332,465)

Net loss for the year ended
 June 30, 1995                     -         -        -         -     

Balance, June 30, 1995          37,890      38    332,427  (332,465)

Issuance of 44,799 shares of  
 common stock for services
 rendered valued at 
 approximately
 $0.27 per share                44,799      44     11,956       -     

Net loss for the year ended
 June 30, 1996                     -         -        -     (12,000)

Balance, June 30, 1996          82,689  $   82  $ 344,383 $(344,465)

Issuance of 9,000,000 shares
 of common stock for cash
 at $0.0011 per share        9,000,000   9,000      1,000       -          

Issuance of 6,000,000 
 shares of common stock 
 for services rendered 
 valued at $0.0011
 per share                   6,000,000   6,000        600       -          

Issuance of 1,500,000 
 shares of common stock 
 for compensation at 
 approximately
 $0.0067 per share           1,500,000   1,500      8,500       -          

Contributed capital                -         -     28,855       -      

Net loss for the year ended
 June 30, 1997                     -         -        -     (41,819)

Balance, June 30, 1997      16,582,689    16,582  383,338  (386,284)

Net loss for the year ended
 June 30, 1998                     -         -        -     (14,425)

Balance, June 30, 1998      16,582,689  $ 16,582 $383,338 $(400,709)
</TABLE>
<TABLE>
                              ICON SYSTEMS, INC.
                        (A Development Stage Company)
                           Statements of Cash Flows
<CAPTION>
                                                           From       
                                                           Inception on     
                                                           August 26,       
                                     For the Years Ended   1987 Through     
                                            June 30,         June 30,   
                                     1998         1997         1998        
<S>                                  <C>         <C>       <C.
CASH FLOWS FROM OPERATING ACTIVITIES:

  Net loss                          $ (14,425)  $(41,819 ) $ (400,709)
  Adjustments to reconcile net 
   income (loss) to net cash 
   provided (used) by operating 
   activities:
    Depreciation                          -          -         59,907 
    Stock issued for services             -       16,600       28,600 
    Loss on disposition of assets         -          -          9,352 
  Changes in operating asset and 
  liability accounts:
    Increase (decrease) in accounts 
    payable                              (628)       628          -            
    Contributed capital                   -       28,855       28,855 

     Cash Provided (Used) by 
     Operating Activities             (15,053)     4,264     (273,995)

CASH FLOWS FROM INVESTING ACTIVITIES:

  Purchase of equipment                   -          -        (13,368)
  Sale of equipment                       -          -          7,090

     Cash Provided (Used) by 
     Investing Activities                 -          -         (6,278)

CASH FLOWS FROM FINANCING ACTIVITIES:

  Proceeds from notes payable           5,000     10,000      165,000 
  Payment on notes payable                -      (10,000)     (53,764)
  Payment of loan from officer            -          -        (61,884)
  Issuance of common stock                -       10,000      158,382 
  Proceeds of loan from officer           -          -         76,750 

     Cash Provided (Used) by Financing 
     Activities                       $ 5,000   $ 10,000   $  284,484

NET INCREASE (DECREASE) IN CASH     $ (10,053)  $ 14,264   $    4,211 

CASH AT BEGINNING OF PERIOD            14,264        -            -      

CASH AT END OF PERIOD               $   4,211   $ 14,264   $    4,211 

Cash Payments For:

  Income taxes                      $     -     $    -     $      -      
  Interest                          $     -     $    -     $      -      

Non Cash Financing Activities:

  Stock issued for services         $     -     $ 16,600   $   28,600 
  Stock issued for equipment        $     -     $    -     $    7,214 
  Stock issued for subsidiary       $     -     $    -     $  315,489 
</TABLE>                                    
                            ICON SYSTEMS, INC.
                       (A Development Stage Company)
                     Notes to the Financial Statements
                          June 30, 1998 and 1997

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       a. Organization

       The financial statements presented are those of Icon Systems, Inc.  The
Company was incorporated as Loki Holding Corporation under the laws of the
State of Utah on August 26, 1987 and on August 4, 1988 changed its name to
Quazon Investment Corporation.  On April 15, 1988 the Company became a
wholly-owned subsidiary of Loki Holding Corporation (formerly Dynamic Video,
Inc.).  On May 25, 1990 the Company was "spun off" in a partial liquidating
dividend.  In June of 1990 the Company acquired Alco Investment Corporation. 
On January 7, 1991 the Company sold Alco Investment Corporation to a company
owned by a major shareholder.  On August 15, 1991 the Company acquired all of
the shares of Tompkins Environmental Corporation (Tompkins) in exchange for
10,000,000 pre-split shares of the Company's authorized but previously
unissued common stock (See Note 2).  The Company's name was changed to
Tompkins Environmental Corporation.  The Company was engaged in disaster
cleanup operations.  On October 25, 1995, Tompkins was involuntarily dissolved
and abandoned.  All operations associated with Tompkins have been accounted
for as discontinued operations.  On September 24, 1996, the Company changed
its name to Icon Systems, Inc. and changed its State of incorporation to
Nevada.

       Currently the Company is seeking new business opportunities believed to
hold a potential profit or to merge with an existing company.

       b. Accounting Method

       The Company's financial statements are prepared using the accrual
method of accounting.  The Company has adopted a June 30 year end.

       c. Loss Per Share

       The computations of loss per share of common stock are based on the
weighted average number of shares issued and outstanding at the date of the
financial statements.

       d. Use of Estimates

       The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statement and the reported amounts of revenues and expenses during the
reporting period.  Actual results could differ from those estimates.

       e. Cash Equivalents

       The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.

       f. Provision for Taxes

       At June 30, 1998, the Company had net operating loss carryforwards of
approximately $400,000 that may be offset against future taxable income
through 2013.  No tax benefit has been reported in the financial statements,
because the potential tax benefits of the net operating loss carryforwards are
offset by a valuation allowance of the same amount.

NOTE 2 - RELATED PARTY TRANSACTIONS

       In January of 1997, the president of the Company contributed $28,155 to
the Company for future working capital.

       In October, 1996, a shareholder loaned the Company $10,000 to cover
operating expenses.  The note bore 10% interest and was repaid in June of
1997.  The total accrued interest of $700 was forgiven by the shareholder.

       On October 10, 1996, the Company issued 6,000,000 post-split shares of
restricted common stock to officers and directors of the Company for services
valued at $0.003 per share.

       On September 14, 1996, the Company issued 9,000,000 post-split shares
of restricted common stock for cash to a company owned by an officer for total
consideration of $10,000.

       On October 24, 1995, the Company issued 44,799 to officers and
directors of the Company for services rendered valued at $0.27 per share (See
Note 5).
       
       On June 24 1998, a shareholder loaned the Company $5,000 to cover
operating expenses.  The note bears no interest and is due on demand.

NOTE 3 - GOING CONCERN

       The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business.  However, the Company does not have significant
cash or other material assets, nor does it have an established source of
revenues sufficient to cover its operating costs and to allow it to continue
as a going concern.  It is the intent of the Company to seek a merger with an
existing, operating company.  In the interim, shareholders of the Company have
committed to meeting its minimal operating expenses.

NOTE 4 - REVERSE STOCK SPLIT

       On September 14, 1996, the board of directors of the Company approved a
1-for-1,000 reverse stock split while retaining the authorized shares at
100,000,000 and retaining the par value at $0.001.  This change has been
applied to the financial statements on a retroactive basis back to inception. 
The Company provided that no shareholder would be reduced below 50 shares,
accordingly, 5,413 post-split fractional shares were issued.  These shares
have been allocated pro-rata to previous stock issuances.

NOTE 5 - ISSUANCES OF COMMON STOCK

       At the Company's inception, the Board of Directors authorized the
issuance of 36 restricted shares of its common stock to an executive officer
who may be deemed to have been a promoter or founder of the Company for the
total consideration of $1,000.

       On September 27, 1989, the Company became authorized to do business in
the State of Utah as Quazon International Corporation and changed its business
purpose to consulting in mergers and acquisitions.  On September 28, 1989 the
Company issued 195 shares of restricted common stock for $3,150 cash.

       In June of 1990 the Company issued 375 shares of common stock to an
officer for equipment recorded at its depreciated cost of $7,090 and cash of
$750.  On September 28, 1990 the officer contributed back to the Company 318
shares.

       In September of 1990 the Company issued 18 shares of restricted common
stock to a shareholder for $2,000 in cash.

       In January of 1991 the Company issued 741 shares of restricted common
stock to a shareholder for $600 in cash, and 1,500 shares of restricted common
stock to QBC Holding Corp. which were recorded at predecessor cost of $-0-.

       In the year ended 1992 a shareholder contributed back to the Company
2,364 shares of restricted common stock.

       On August 15, 1991 the Company issued 37,707 shares of restricted
common stock valued at predecessor cost of $8.37 per share for the purchase of
Tompkins Environmental Corporation.

       On October 24, 1995, the Company issued 44,799 shares of restricted
common stock for services rendered valued at $12,000.  

       On September 14, 1996, the Company issued 9,000,000 shares of
restricted common stock for cash of $10,000.

       On October 10, 1996, the Company issued 6,000,000 shares of restricted
common stock for services rendered valued at $6,600.

       On June 2, 1997, the Company issued 1,500,000 shares of its common
stock for compensation valued at $10,000.

NOTE 6 - FORWARD STOCK SPLIT

       On July 14, 1997, the shareholders of the Company approved a 1 for 3 
forward stock split while retaining the authorized shares at 100,000,000 and
the par value at $0.001.  The change has been applied to the financial
statements on a retroactive basis back to inception.